SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOVRAN SELF STORAGE, INC.
________________________
(Exact Name of Registrant as Specified in Its Charter)
Maryland 16-1194043
_________________________ _____________________
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
5166 Main Street, Williamsville, New York 14221
______________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
___________________ ______________________
9.85% Series B Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value
$.01 per share
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to
effective pursuant to General Section 12(g) of the Exchange
Instruction A.(c), please check the Act and is effective pursuant
following box. [X] to General Instruction A.(d),
please check the following
box. [__]
Securities Act registration statement file number to which this form
relates: 333-51169
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the 9.85% Series B Cumulative Redeemable
Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), of Sovran Self Storage, Inc. (the
"Registrant"), is contained in the Prospectus Supplement dated
July 23, 1999 filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933. Such
Prospectus Supplement supplements the Prospectus dated July 9,
1998 (File No. 333-51169). The Prospectus Supplement is
incorporated herein by reference.
Item 2. Exhibits.
The Series B Preferred Stock described herein is to be
registered on the New York Stock Exchange on which other
securities of the Registrant are registered. Accordingly, the
following exhibits required to be filed herewith in accordance
with the Instructions as to Exhibits to Form 8-A, have been duly
filed with the New York Stock Exchange.
Exhibit
Number Description of Exhibit
_______ ______________________
1.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-11
(File No. 33-91422) filed June 19, 1995).
1.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-11 (File
No. 33-91422) filed June 19, 1995).
1.3 Articles Supplementary to the Amended and Restated
Articles of Incorporation of the Registrant classifying
and designating the Series A Junior Participating
Cumulative Preferred Stock (incorporated by reference
to Exhibit 3.1 to the Registrant's Form 8-A filed
December 3, 1996).
1.4 Shareholder Rights Plan of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant's Form 8-
A filed December 3, 1996).
1.5 Form of Series B Preferred Stock Certificate.
1.6 Articles Supplementary classifying and designating the
Series B Preferred Stock.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: July 29, 1999 SOVRAN SELF STORAGE, INC.
By: /s/ David L. Rogers
_____________________________
David L. Rogers
Chief Financial Officer and
Secretary
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
_______ ______________________
1.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-11
(File No. 33-91422) filed June 19, 1995).
1.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-11 (File
No. 33-91422) filed June 19, 1995).
1.3 Articles Supplementary to the Amended and Restated
Articles of Incorporation of the Registrant classifying
and designating the Series A Junior Participating
Cumulative Preferred Stock (incorporated by reference
to Exhibit 3.1 to the Registrant's Form 8-A filed
December 3, 1996).
1.4 Shareholder Rights Plan of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant's
Form 8-A filed December 3, 1996).
1.5 Form of Series B Preferred Stock Certificate.
1.6 Articles Supplementary classifying and designating the
Series B Preferred Stock.
<PAGE>
Exhibit 1.5
TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE
ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY
NUMBER SOVRAN SELF STORAGE, INC. SHARES
STB A CORPORATION FORMED UNDER THE LAWS
OF THE STATE OF MARYLAND
CUSIP 84610H 20 7
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT [blank certificate]
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF 9.85% SERIES B CUMULATIVE
REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE OF
SOVRAN SELF STORAGE, INC.
(the "Corporation") transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of
Incorporation of the Corporation and any amendments thereto.
This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Secretary [SOVRAN SELF Chairman of
STORAGE, INC. SEAL] the Board
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, N.Y.) TRANSFER AGENT
AND REGISTRAR
By
AUTHORIZED OFFICER
<PAGE>
SOVRAN SELF STORAGE, INC.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"). EXCEPT AS OTHERWISE PROVIDED PURSUANT TO
THE CHARTER OF THE CORPORATION, NO PERSON MAY BENEFICIALLY OWN OR
CONSTRUCTIVELY OWN (1) EQUITY SHARES IN EXCESS OF 9.8% (OR 15% IN
THE CASE OF AN ENTITY, THE OWNERSHIP OF WHOSE EQUITY SHARES IS
ATTRIBUTABLE TO THE OWNERS OF SUCH ENTITY UNDER SECTIONS 544 AND
856(h) OF THE CODE AND WHICH WILL BE "LOOKED THROUGH" FOR THE
PURPOSES OF APPLYING SECTION 856(a)(6) AND (h) OF THE CODE) OF
THE AGGREGATE VALUE OF THE OUTSTANDING EQUITY SHARES, (2) EQUITY
SHARES THAT WOULD RESULT IN THE TRUST BEING "CLOSELY HELD" UNDER
SECTION 856(b) OF THE CODE, (3) EQUITY SHARES THAT WOULD RESULT
IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY FEWER THAN 100
PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF
ATTRIBUTION) OR (4) EQUITY SHARES THAT WOULD CAUSE THE
CORPORATION TO CONSTRUCTIVELY OWN 10% OR MORE OF THE OWNERSHIP
INTERESTS IN A TENANT OF THE REAL PROPERTY OF THE CORPORATION OR
THE PARTNERSHIP, WITHIN THE MEANING OF SECTION 856(d)(2)(B) OF
THE CODE, WITH FURTHER RESTRICTIONS AND EXCEPTIONS SET FORTH IN
THE CORPORATION'S CHARTER. ANY PERSON WHO ATTEMPTS OR PROPOSES
TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES IN EXCESS
OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION
IN WRITING. IF AN ATTEMPT IS MADE TO VIOLATE OR THERE IS A
VIOLATION OF THESE RESTRICTIONS (I) ANY PURPORTED TRANSFER WILL
BE VOID AB INITIO AND WILL NOT BE RECOGNIZED BY THE CORPORATION,
(II) THE EQUITY SHARES IN VIOLATION OF THESE RESTRICTIONS,
WHETHER AS A RESULT OF A TRANSFER OR NON-TRANSFER EVENT, WILL BE
TRANSFERRED AUTOMATICALLY AND BY OPERATION OF LAW TO A SHARE
TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST. ALL TERMS USED IN
THIS LEGEND AND DEFINED IN THE CORPORATION'S CHARTER HAVE THE
MEANINGS DEFINED IN THE CORPORATION'S CHARTER, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.
__________________
The designations, preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and
differences in the relative rights and preferences with respect
to each class a stock or series thereof of the Corporation,
including the shares represented by this Certificate, as well as
the authority of the Corporation's Board of Directors to issue
such classes or series of stock, are fixed in the Corporation's
Charter and amendments thereto. The Corporation will furnish
without charge to each of its stockholders who so requests a copy
of a statement of such preferences, voting powers, qualifications
and special and relative rights and the authority of the
Corporation's Board of Directors to issue such classes or series
of stock.
<PAGE>
The following abbreviations, when used in the inscription on
the face of this Certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- _________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________________________
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, _________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ shares
of capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
________________________________________________________ Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated_______________________
________________________________________
NOTICE. The signature to this
assignment must correspond with the name
as written upon the face of the
certificate in every particular without
alteration or enlargement or any change
whatever. The signature of the person
executing this power must be guaranteed
by an Eligible Guarantor Institution
such as a Commercial Bank, Trust
Company, Securities Broker/Dealer,
Credit Union, or a Savings Association
participating in a Medallion program
approved by the Securities Transfer
Association, Inc.
<PAGE>
Exhibit 1.6
ARTICLES SUPPLEMENTARY
CLASSIFYING AND DESIGNATING A SERIES OF PREFERRED STOCK
AS
9.85% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
SOVRAN SELF STORAGE, INC.
Pursuant to Section 2-208 of the General Corporation Law
of the State of Maryland
We, Robert J. Attea and David L. Rogers, being the
Chairman of the Board of Directors and Secretary, respectively,
of SOVRAN SELF STORAGE, INC., a corporation organized and
existing under the General Corporation Law of the State of
Maryland (the "Corporation"), in accordance with the provisions
of Section 1-301 thereof, DO HEREBY CERTIFY:
FIRST: Pursuant to the authority conferred upon the
Board of Directors by Article VII of the Amended and Restated
Articles of Incorporation of the Corporation (the "Articles of
Incorporation"), on July 19, 1999, the Board of Directors of the
Corporation has duly classified and designated a series of
1,700,000 Preferred Shares (as defined in the Articles of
Incorporation) as "9.85% Series B Cumulative Redeemable Preferred
Stock".
SECOND: The following is a description of the voting
powers, preferences and relative, participating, optional, or
other special rights and such qualifications, limitations and
restrictions of the 9.85% Series B Cumulative Redeemable
Preferred Stock:
1. DESIGNATION AND AMOUNT. A series of Preferred
Shares of the Corporation, designated as the "9.85% Series B
Cumulative Redeemable Preferred Stock" (the "Series B Preferred
Stock"), is hereby established. The number of authorized shares
of Series B Preferred Stock shall be 1,700,000.
2. RANKING. In respect of rights to the payment of
dividends and the distribution of assets in the event of any
liquidation, dissolution or winding up of the Corporation, the
Series B Preferred Stock shall rank (i) senior to the Common
Shares (as defined in the Articles of Incorporation), senior to
the Corporation's Series A Junior Participating Cumulative
Preferred Stock, and senior to any other class or series of
capital stock of the Corporation other than capital stock
referred to in clauses (ii) and (iii) of this sentence, (ii) on a
parity with any class or series of capital stock of the
<PAGE>
Corporation the terms of which specifically provide that such
class or series of capital stock ranks on a parity with the
Series B Preferred Stock in respect of rights to the payment of
dividends and the distribution of assets in the event of any
liquidation, dissolution or winding up of the Corporation, and
(iii) junior to any class or series of capital stock of the
Corporation the terms of which specifically provide that such
class or series of capital stock ranks senior to the Series B
Preferred Stock in respect of rights to the payment of dividends
and the distribution of assets in the event of any liquidation,
dissolution or winding up of the Corporation. The term "capital
stock" does not include convertible debt securities.
3. DIVIDENDS.
(a) Subject to the preferential rights of the
holders of any class or series of capital stock of the
Corporation ranking prior to the Series B Preferred
Stock as to dividends, the holders of the outstanding
shares of Series B Preferred Stock shall be entitled to
receive, when, as and if declared by the board of
directors of the Corporation (the "Board of
Directors"), out of funds legally available for the
payment of dividends, cumulative cash dividends at the
rate of 9.85% per annum of the $25.00 per share
liquidation preference of the Series B Preferred Stock
(equivalent to an annual rate of $2.4625 per share).
Such dividends shall accrue daily, shall accrue and be
cumulative from (but excluding) July 30, 1999 (the
"Original Issue Date") and shall be payable quarterly
in arrears in cash on March 31, June 30, September 30
and December 31 (each, a "Dividend Payment Date") of
each year, commencing September 30, 1999; provided that
if any Dividend Payment Date is not a Business Day (as
hereinafter defined), then the dividend which would
otherwise have been payable on such Dividend Payment
Date may be paid on the next succeeding Business Day
with the same force and effect as if paid on such
Dividend Payment Date and no interest or additional
dividends or other sum shall accrue on the amount so
payable for the period from and after such Dividend
Payment Date to such next succeeding Business Day. The
period from and including the Original Issue Date to
but excluding the first Dividend Payment Date, and each
subsequent period from and including a Dividend Payment
Date to but excluding the next succeeding Dividend
Payment Date, is hereinafter called a "Dividend
Period". Dividends shall be payable to holders of
record as they appear in the stock transfer books of
the Corporation at the close of business on the
applicable record date (each, a "Record Date"), which
shall be the 15th day of the calendar month in which
the applicable Dividend Payment Date falls or such
other date designated by the Board of Directors of the
Corporation for the payment of dividends that is not
more than 30 nor less than ten days prior to such
Dividend Payment Date. The amount of any dividend
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payable for any Dividend Period, or portion thereof,
shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The dividends
payable on any Dividend Payment Date or any other date
shall include dividends accrued to but excluding such
Dividend Payment Date or other date, as the case may
be.
"Business Day" shall mean any day, other than a
Saturday or Sunday, that is not a day on which banking
institutions in Buffalo, New York are authorized or
required by law, regulation or executive order to
close. All references herein to "accrued and unpaid"
dividends on the Series B Preferred Stock (and all
references of like import) shall include, unless
otherwise expressly stated or the context otherwise
requires, accumulated dividends, if any, on the Series
B Preferred Stock; and all references herein to
"accrued and unpaid" dividends on any other class or
series of capital stock of the Corporation shall
include, if (and only if) such class or series of
capital stock provides for cumulative dividends and
unless otherwise expressly stated or the context
otherwise requires, accumulated dividends, if any,
thereon.
(b) If any shares of Series B Preferred Stock are
outstanding, no full dividends will be declared or paid
or set apart for payment on any capital stock of the
Corporation of any other class or series ranking, as to
dividends, on a parity with or junior to the Series B
Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are declared
and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the
Series B Preferred Stock for all past Dividend Periods
and the then current Dividend Period. When dividends
are not paid in full (or a sum sufficient for such full
payment is not set apart therefor) upon the Series B
Preferred Stock and the shares of any other class or
series of Preferred Shares of the Corporation ranking
on a parity as to dividends with the Series B Preferred
Stock, all dividends declared upon the Series B
Preferred Stock and any other class or series of
Preferred Shares of the Corporation ranking on a parity
as to dividends with the Series B Preferred Stock shall
be declared pro rata so that the amount of dividends
declared per share of Series B Preferred Stock and such
other class or series of Preferred Shares of the
Corporation shall in all cases bear to each other the
same ratio that accrued and unpaid dividends per share
on the shares of Series B Preferred Stock and such
other class or series of Preferred Shares of the
Corporation bear to each other.
Except as provided in the immediately preceding
paragraph, unless full cumulative dividends on the
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Series B Preferred Stock have been or contemporaneously
are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on
the Series B Preferred Stock for all past Dividend
Periods and the then current Dividend Period, no
dividends (other than in Common Shares or shares of any
other class or series of capital stock of the
Corporation ranking junior to the Series B Preferred
Stock as to dividends and as to the distribution of
assets upon liquidation, dissolution and winding up of
the Corporation) shall be declared or paid or set apart
for payment nor shall any other distribution be
declared or made upon the Common Shares of the
Corporation or any other class or series of capital
stock of the Corporation ranking junior to or on a
parity with the Series B Preferred Stock as to
dividends or as to the distribution of assets upon
liquidation, dissolution or winding up of the
Corporation, nor shall any Common Shares of the
Corporation or shares of any other class or series of
capital stock of the Corporation ranking junior to or
on a parity with the Series B Preferred Stock as to
dividends or as to the distribution of assets upon
liquidation, dissolution or winding up of the
Corporation be redeemed, purchased or otherwise
acquired for any consideration (or any monies paid to
or made available for a sinking fund for the redemption
of any such shares of junior or parity stock) by the
Corporation (except by conversion into or exchange for
shares of any other class or series of capital stock of
the Corporation ranking junior to the Series B
Preferred Stock as to dividends and as to the
distribution of assets upon liquidation, dissolution
and winding up of the Corporation and except for the
redemption of capital stock of the Corporation pursuant
to the Articles of Incorporation allowing the
Corporation to redeem or repurchase shares of its
capital stock to preserve its status as a real estate
investment trust (a "REIT") for federal income tax
purposes).
(c) No dividends on the Series B Preferred Stock
shall be declared by the Board of Directors or paid or
set apart for payment by the Corporation at such time
as any agreement of the Corporation, including any
agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or
provides that such declaration, payment or setting
apart for payment would constitute a breach thereof or
a default thereunder, or if such declaration, payment
or setting apart for payment shall be restricted or
prohibited by applicable law.
Anything in these Articles Supplementary to the
contrary notwithstanding (including, without
limitation, the provisions set forth in the immediately
preceding paragraph), dividends on the Series B
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Preferred Stock will accrue and be cumulative from (but
excluding) the Original Issue Date whether or not the
Corporation has earnings, whether or not there are
funds legally available for the payment of such
dividends and whether or not such dividends are
authorized.
(d) No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend
payment or payments on the Series B Preferred Stock
which may be in arrears, and holders of the Series B
Preferred Stock will not be entitled to any dividends,
whether payable in cash, securities or other property,
in excess of the full cumulative dividends described
herein.
(e) Any dividend payment made on the Series B
Preferred Stock shall first be credited against the
earliest accrued but unpaid dividend due with respect
to such shares.
(f) If, for any taxable year, the Corporation
elects to designate as "capital gain dividends" (as
defined in Section 857 of the Internal Revenue Code of
1986, as amended (the "Code")), any portion (the
"Capital Gains Amount") of the dividends (within the
meaning of the Code) paid or made available for the
year to holders of all classes and series of the
Corporation's capital stock (the "Total Dividends"),
then the portion of the Capital Gains Amount that shall
be allocable to the holders of the Series B Preferred
Stock shall be an amount equal to (A) the total Capital
Gains Amounts multiplied by (B) a fraction (1) the
numerator of which is equal to the total dividends
(within the meaning of the Code) paid or made available
to the holders of the Series B Preferred Stock for that
year and (2) the denominator of which is the Total
Dividends for that year.
(g) No dividend may be paid on the Series B
Preferred Stock if after giving effect to such dividend
the Corporation's total assets would be less than the
sum of the Corporation's total liabilities plus, unless
the Articles of Incorporation permit otherwise, the
amount that would be needed, if the Corporation were to
be dissolved at the time of the dividend, to satisfy
the preferential rights upon dissolution of
stockholders whose preferential rights on dissolution
are superior to those receiving the dividend.
4. LIQUIDATION PREFERENCE.
(a) Upon any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation, then, before any distribution or payment
shall be made to the holders of any Common Shares of
the Corporation or shares of any other class or series
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of capital stock of the Corporation ranking junior to
the Series B Preferred Stock with respect to the
distribution of assets upon liquidation, dissolution or
winding up of the Corporation, but subject to the
preferential rights of the holders of shares of any
class or series of capital stock of the Corporation
ranking prior to the Series B Preferred Stock with
respect to such distribution of assets upon
liquidation, dissolution or winding up, the holders of
the shares of Series B Preferred Stock then outstanding
shall be entitled to receive and to be paid out of the
assets of the Corporation legally available for
distribution to its shareholders liquidating
distributions in cash or property at its fair market
value as determined by the Board of Directors in the
amount of $25.00 per share, plus an amount equal to all
accrued and unpaid dividends thereon through and
including the date of payment.
(b) After payment to the holders of the Series B
Preferred Stock of the full amount of the liquidating
distributions (including accrued and unpaid dividends)
to which they are entitled, the holders of Series B
Preferred Stock, as such, shall have no right or claim
to any of the remaining assets of the Corporation.
(c) If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation legally
available therefor are insufficient to pay the full
amount of liquidating distributions on all outstanding
shares of Series B Preferred Stock and the full amount
of the liquidating distributions payable on all
outstanding shares of any other classes or series of
capital stock of the Corporation ranking on a parity
with the Series B Preferred Stock with respect to the
distribution of assets upon liquidation, dissolution or
winding up of the Corporation, then the holders of the
Series B Preferred Stock and all such other classes or
series of capital stock will share ratably in any such
distribution of assets in proportion to the full
liquidating distributions (including, if applicable,
accrued and unpaid dividends) to which they would
otherwise respectively be entitled.
(d) If liquidating distributions shall have been
made in full to all holders of Series B Preferred
Stock, the remaining assets of the Corporation shall be
distributed among the holders of any other classes or
series of capital stock of the Corporation ranking
junior to the Series B Preferred Stock as to the
distribution of assets upon liquidation, dissolution or
winding up, according to their respective rights and
preferences.
(e) For purposes of this Section 4, neither the
consolidation or merger of the Corporation with or into
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any other corporation, trust or other entity, the sale,
lease or conveyance of all or substantially all of the
property or business of the Corporation, nor the
engagement in a statutory share exchange by the
Corporation, shall be deemed to constitute a
liquidation, dissolution or winding up of the
Corporation.
(f) Written notice of any such liquidation,
dissolution or winding up of the Corporation stating
the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances
shall be payable, shall be given by first class mail,
postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to
each record holder of Series B Preferred Stock at the
respective address of such holder as the same shall
appear on the share transfer records of the
Corporation.
5. REDEMPTION.
(a) The Series B Preferred Stock is not
redeemable prior to July 30, 2004, except as otherwise
provided in paragraph (c) of this Section 5.
(b) On and after July 30, 2004, the Corporation
may, at its option, upon not less than 30 nor more than
60 days' prior written notice to the holders of record
of the Series B Preferred Stock to be redeemed, redeem
the Series B Preferred Stock, in whole or from time to
time in part, for a cash redemption price equal to
$25.00 per share together with (except as provided in
Section 6(f) below) all accrued and unpaid dividends to
the date fixed for redemption (the "Redemption Price").
The Redemption Price of any shares of Series B
Preferred Stock (other than the portion thereof
consisting of accrued and unpaid dividends) redeemed
pursuant to this Section 5(b) shall be payable solely
out of the proceeds received by the Corporation from
the sale of other capital stock of the Corporation and
not from any other source. For purposes of the
preceding sentence, the term "capital stock" means any
equity securities (including Common Shares of the
Corporation and any class or series of Preferred Shares
(other than Series B Preferred Stock) of the
Corporation), shares, interests, participations or
other ownership interests (however designated),
depositary shares representing interests in any of the
foregoing, and any rights (other than debt securities
convertible into or exchangeable for equity securities)
or options to purchase any of the foregoing.
(c) The Series B Preferred Stock may also be
purchased by the Corporation, in whole or from time to
time in part, on the terms and subject to the
conditions set forth in Section 7.4.7 of the Articles
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of Incorporation, provided, however, that if the
Corporation shall call for purchase of any shares of
Series B Preferred Stock pursuant to and in accordance
with the provisions of Section 7.4.7 of the Articles of
Incorporation and this Section 5(c), the purchase price
for such shares shall be an amount in cash equal to
$25.00 per share together with (except as provided in
Section 6(f) below) all accrued and unpaid dividends to
the date fixed for redemption.
(d) Any redemption of shares of Series B
Preferred Stock pursuant to Section 5(b), shall be made
in accordance with the applicable provisions set forth
in Section 6 below. Any date fixed for the redemption
of shares of Series B Preferred Stock pursuant to
Section 5(b) is hereinafter called a "Redemption Date".
6. PROCEDURES FOR REDEMPTION, LIMITATIONS ON
REDEMPTION.
(a) If fewer than all of the outstanding shares
of Series B Preferred Stock are to be redeemed at the
option of the Corporation pursuant to Section 5(b)
above, the number of shares to be redeemed will be
determined by the Corporation and the shares to be so
redeemed shall be selected pro rata from the holders of
record of such shares in proportion to the number of
such shares held by such holders (as nearly as may be
practicable without creating fractional shares) or by
lot or by any other equitable manner determined by the
Corporation.
(b) Notice of any redemption pursuant to
Section 5(b) of these Articles Supplementary will be
mailed by or on behalf of the Corporation, first class
postage prepaid, not less than 30 nor more than 60 days
prior to the applicable Redemption Date, addressed to
each holder of record of shares of Series B Preferred
Stock to be redeemed at the address set forth in the
share transfer records of the Corporation. Any notice
which has been mailed in the manner provided for in the
preceding sentence shall be conclusively presumed to
have been duly given on the date mailed whether or not
the applicable holder receives such notice. In
addition to any information required by law or by the
applicable rules of any exchange upon which Series B
Preferred Stock may be listed or admitted to trading,
such notice shall state: (1) the Redemption Date;
(2) the Redemption Price; (3) the aggregate number of
shares of Series B Preferred Stock to be redeemed;
(4) the place or places where certificates for such
shares are to be surrendered for payment of the
Redemption Price; and (5) that dividends on the shares
of Series B Preferred Stock to be redeemed will cease
to accrue on such Redemption Date. If fewer than all
of the outstanding shares of Series B Preferred Stock
are to be redeemed, the notice mailed to each holder of
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shares to be redeemed shall also specify the number of
shares of Series B Preferred Stock to be redeemed from
such holder. No failure to mail or defect in such
mailed notice or in the mailing thereof shall affect
the validity of the proceedings for the redemption of
any shares of Series B Preferred Stock except as to the
holder to whom notice was defective or not given.
(c) If notice has been mailed in accordance with
Section 6(b) above and provided that on or before the
Redemption Date specified in such notice all funds
necessary for such redemption have been irrevocably set
aside by the Corporation, separate and apart from its
other funds, in trust for the benefit of the holders of
the Series B Preferred Stock so called for redemption,
so as to be, and to continue to be, available therefor,
then, from and after the Redemption Date, dividends on
the shares of Series B Preferred Stock so called for
redemption shall cease to accrue, such shares shall no
longer be deemed to be outstanding, and all rights of
the holders thereof as holders of such shares (except
the right to receive the Redemption Price together
with, if applicable, accrued and unpaid dividends
thereon to the Redemption Date) shall terminate. In
the event any Redemption Date shall not be a Business
Day, then payment of the Redemption Price need not be
made on such Redemption Date but may be made on the
next succeeding Business Day with the same force and
effect as if made on such Redemption Date and no
interest, additional dividends and other sum shall
accrue on the amount payable for the period from and
after such Redemption Date to such next succeeding
Business Day.
(d) Upon surrender, in accordance with such
notice, of the certificates for any shares of Series B
Preferred Stock to be so redeemed (properly endorsed or
assigned for transfer, if the Corporation shall so
require and the notice shall so state), such shares of
Series B Preferred Stock shall be redeemed by the
Corporation at the Redemption Price. In case fewer
than all the shares of Series B Preferred Stock
represented by any such certificate are redeemed, a new
certificate or certificates shall be issued
representing the unredeemed shares of Series B
Preferred Stock without cost to the holder thereof.
(e) Any deposit of monies with a bank or trust
company for the purpose of redeeming Series B Preferred
Stock shall be irrevocable and such monies shall be
held in trust for the benefit of the holders of Series
B Preferred Stock entitled thereto, except that (1) the
Corporation shall be entitled to receive from such bank
or trust company the interest or other earnings, if
any, earned on the monies so deposited in trust; and
(2) any balance of the monies so deposited by the
Corporation and unclaimed by the holders of the Series
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B Preferred Stock entitled thereto at the expiration of
two years from the applicable Redemption Date shall be
repaid, together with any interest or other earnings
earned thereon, to the Corporation and, after any such
repayment, the holders of the shares entitled to the
funds so repaid to the Corporation shall look only to
the Corporation for payment without interest or other
earnings thereon.
(f) Anything in these Articles Supplementary to
the contrary notwithstanding, the holders of record of
shares of Series B Preferred Stock at the close of
business on a Record Date will be entitled to receive
the dividend payable with respect to such shares on the
corresponding Dividend Payment Date notwithstanding the
redemption of such shares after such Record Date and on
or prior to such Dividend Payment Date or the
Corporation's default in the payment of the dividend
due on such Dividend Payment Date, in which case the
amount payable upon redemption of such shares of Series
B Preferred Stock will not include such dividend (and
the full amount of the dividend payable for the
applicable Dividend Period shall instead be paid on
such Dividend Payment Date to the holders of record on
such Record Date as aforesaid). Except as provided in
this Section 6(f) and except to the extent that accrued
and unpaid dividends are payable as part of the
Redemption Price pursuant to Section 5, the Corporation
will make no payment or allowance for unpaid dividends,
regardless of whether or not in arrears, on shares of
Series B Preferred Stock called for redemption.
(g) Unless full cumulative dividends on all
outstanding shares of Series B Preferred Stock shall
have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof
set apart for payment for all past Dividend Periods and
the then current Dividend Period, no shares of Series B
Preferred Stock shall be redeemed unless all
outstanding shares of Series B Preferred Stock are
simultaneously redeemed; provided, however, that the
foregoing shall not prevent the Corporation's purchase
of shares of Series B Preferred Stock pursuant to
Section 7.4.7 of the Articles of Incorporation (so long
as such purchase is made in accordance with the
applicable provisions of the Articles of Incorporation
and of these Articles Supplementary) or pursuant to a
purchase or exchange offer made on the same terms to
the holders of all outstanding shares of Series B
Preferred Stock. In addition, unless full cumulative
dividends on all outstanding shares of Series B
Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for all past
Dividend Periods and the then current Dividend Period,
the Corporation shall not purchase or otherwise
acquire, directly or indirectly, any shares of Series B
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<PAGE>
Preferred Stock (except by conversion into or exchange
for capital stock of the Corporation ranking junior to
the Series B Preferred Stock as to the payment of
dividends and with respect to the distribution of
assets upon liquidation, dissolution and winding up of
the Corporation); provided, however, that the foregoing
shall not prevent the Corporation's purchase of shares
of Series B Preferred Stock pursuant to Section 7.4.7
of the Articles of Incorporation (so long as such
purchase is made in accordance with applicable
provisions of the Articles of Incorporation and of
these Articles Supplementary) or pursuant to a purchase
or exchange offer made on the terms to holders of all
outstanding shares of Series B Preferred Stock.
7. VOTING RIGHTS. Except as required by law and as
set forth below in this Section 7, the holders of the Series B
Preferred Stock shall not have any voting rights.
(a) Whenever dividends on any shares of Series B
Preferred Stock shall be in arrears for six or more
Dividend Periods, whether or not such Dividend Periods
are consecutive, the number of directors then
constituting the Board of Directors of the Corporation
shall be automatically increased by two (if not already
increased by two by reason of the election of directors
by the holders of any other class or series of capital
stock of the Corporation upon which like voting rights
have been conferred and are exercisable and with which
the Series B Preferred Stock is entitled to vote as a
class with respect to the election of such two
directors) and the holders of shares of Series B
Preferred Stock (voting separately as a class with all
other classes or series of capital stock of the
Corporation upon which like voting rights have been
conferred and are exercisable and which are entitled to
vote as a class with the Series B Preferred Stock in
the election of such two directors) will be entitled to
vote for the election of such two directors of the
Corporation at a special meeting called by an officer
of the Corporation at the request of the holders of
record of at least 10% of the outstanding shares of
Series B Preferred Stock or by the holders of any other
class or series of capital stock of the Corporation
upon which like voting rights have been conferred and
are exercisable and which is entitled to vote as a
class with the Series B Preferred Stock in the election
of such two directors (unless such request is received
less than 90 days before the date fixed for the next
annual or special meeting of shareholders, in which
case the vote for such two directors shall be held at
the earlier of the next such annual or special meeting
of shareholders), and at each subsequent annual meeting
of shareholders until all dividends accumulated on the
Series B Preferred Stock for all past Dividend Periods
and the then current Dividend Period shall have been
fully paid or declared and a sum sufficient for the
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<PAGE>
payment thereof set aside for payment, whereupon the
right of the holders of Series B Preferred Stock to
elect such two directors shall cease and (unless there
are one or more other classes or series of capital
stock of the Corporation upon which like voting rights
have been conferred and are exercisable) the term of
office of such directors previously so elected shall
automatically terminate, such directors shall no longer
be qualified to serve and the authorized number of
directors of the Corporation shall thereupon return to
the number of authorized directors otherwise in effect,
but subject always to the same provisions for the
reinstatement and divestment of the right to elect such
two additional directors in the case of any such future
dividend arrearage.
In the case of any such request for a special
meeting (unless such request is received less than 90
days before the date fixed for the next annual or
special meeting of shareholders), such meeting shall be
held on the earliest practicable date at the place
designated by the holders of capital stock requesting
such meeting or, if none, at a place designated by the
Secretary of the Corporation, upon notice similar to
that required for an annual meeting of shareholders.
If such special meeting is not called by an officer of
the Corporation within 30 days after such request, then
the holders of record of at least 10% of the
outstanding shares of Series B Preferred Stock may
designate in writing a holder of Series B Preferred
Stock to call such meeting at the expense of the
Corporation, and such meeting may be called by the
holder so designated upon notice similar to that
required for an annual meetings of shareholders and
shall be held at the place designated by the holder
calling such meeting. At all times that the voting
rights conferred by this Section 7(a) are exercisable,
the holders of Series B Preferred Stock shall have
access to the stock transfer records of the
Corporation. The Corporation shall pay all costs and
expenses of calling and holding any meeting and of
electing directors pursuant to this Section 7(a),
including, without limitation, the cost of preparing,
reproducing and mailing the notice of such meeting, the
cost of renting a room for such meeting to be held, and
the cost of collecting and tabulating votes.
The procedures in this Section 7(a) for the
calling of meetings and the election of directors
shall, to the extent permitted by law, supersede
anything inconsistent contained in the Articles of
Incorporation or by-laws of the Corporation
So long as any shares of Series B Preferred Stock
are outstanding, the number of directors constituting
the entire Board of Directors of the Corporation shall
at all times be such so that the exercise, by the
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<PAGE>
holders of the Series B Preferred Stock and the holders
of any other classes or series of capital stock of the
Corporation upon which like voting rights have been
conferred, of the right to elect directors under the
circumstances provided above will not contravene any
provision of the Corporation's Articles of
Incorporation or by-laws restricting the number of
directors which may constitute the entire Board of
Directors of the Corporation.
If at any time when the voting rights conferred
upon the Series B Preferred Stock pursuant to this
Section 7(a) are exercisable any vacancy in the office
of a director elected pursuant to this Section 7(a)
shall occur, then such vacancy may be filled only by
the remaining director elected pursuant to this
Section 7(a) or by vote of the holders of record of the
outstanding Series B Preferred Stock and any other
classes or series of capital stock of the Corporation
upon which like voting rights have been conferred and
are exercisable and which are entitled to vote as a
class with the Series B Preferred Stock in the election
of directors pursuant to this Section 7(a). Any
director elected or appointed pursuant to this
Section 7(a) may be removed only by the holders of the
outstanding Series B Preferred Stock and any other
classes or series of capital stock of the Corporation
upon which like voting rights have been conferred and
are exercisable and which are entitled to vote as a
class with the Series B Preferred Stock in the election
of directors pursuant to this Section 7(a), and may not
be removed by the holders of the Common Stock.
(b) So long as any shares of Series B Preferred
Stock remain outstanding, the Corporation shall not,
without the affirmative vote or consent of the holders
of at least two-thirds of the shares of Series B
Preferred Stock outstanding at the time, given in
person or by proxy (with the Series B Preferred Stock
voting separately as a class), (A) authorize, create or
issue, or increase the authorized or issued amount of,
any class or series of capital stock of the Corporation
ranking prior to the Series B Preferred Stock with
respect to the payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up
of the Corporation or reclassify any authorized capital
stock of the Corporation into such shares, or create,
authorize or issue any obligation or security
convertible into, exchangeable or exercisable for, or
evidencing the right to purchase, any such shares, or
(B) amend, alter or repeal any provisions of the
Articles of Incorporation (including, without
limitation, any provision of these Articles
Supplementary), including any amendment, alteration or
repeal by merger, consolidation, or otherwise (an
"Event"), so as to materially and adversely affect any
right, preference, privilege or voting power of the
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<PAGE>
Series B Preferred Stock or the holders thereof,
provided, however, that any amendment to the Articles
of Incorporation (i) to authorize any increase in the
amount of the authorized Preferred Shares or Common
Shares or the creation or issuance of any other class
or series of Preferred Shares or any increase in the
amount of authorized or outstanding shares of Series B
Preferred Stock or any other class or series of
Preferred Shares, in each case ranking on a parity with
or junior to the Series B Preferred Stock with respect
to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of
the Corporation, or (ii) upon the occurrence of an
Event, so long as the Series B Preferred Stock remains
outstanding with the terms thereof materially
unchanged, taking into account that upon occurrence of
an Event, the Corporation may not be the surviving
entity, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting
powers. For purposes of this paragraph, the filing in
accordance with applicable law of articles
supplementary or any similar document setting forth or
changing the designations, preferences, conversion or
other rights, voting powers, restrictions, limitations
as to dividends, qualifications or other terms of any
class or series of capital stock of the Corporation
shall be deemed an amendment to the Articles of
Incorporation.
(c) The foregoing voting provisions will not
apply if, at or prior to the time when the act with
respect to which such vote would otherwise be required
shall be effected, all outstanding Series B Preferred
Stock shall have been redeemed or called for redemption
and sufficient funds shall have been deposited in trust
in accordance with the terms of Section 6 hereof to
effect such redemption.
(d) On any matter submitted to a vote of the
holders of Series B Preferred Stock or on which the
Series B Preferred Stock otherwise is entitled to vote
(as expressly provided in the Articles of
Incorporation, including these Articles Supplementary,
or as may be required by law), including any action by
written consent, each share of Series B Preferred Stock
shall be entitled to one vote, except that when shares
of any other class or series of Preferred Stock of the
Corporation have the right to vote with the Series B
Preferred Stock as a single class on any matter, the
Series B Preferred Stock and the shares of each such
other class or series will have one vote for each
$25.00 of liquidation preference.
8. CONVERSION. The Series B Preferred Stock is not
convertible into or exchangeable for any other property or
securities of the Corporation.
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<PAGE>
9. PREEMPTIVE RIGHTS. Series B Preferred Stock shall
have no preemptive rights.
10. STATUS OF REDEEMED AND REACQUIRED SERIES B
PREFERRED STOCK. In the event any shares of Series B Preferred
Stock shall be redeemed pursuant to Section 5 and 6 hereof or
otherwise reacquired by the Corporation, the shares so redeemed
or reacquired shall become authorized but unissued shares of
Series B Preferred Stock, available for future issuance and
reclassification by the Corporation.
11. SEVERABILITY. If any preference, right, voting
power, restriction, limitation as to dividends, qualification,
term or condition of redemption or other term of the Series B
Preferred Stock is invalid, unlawful or incapable of being
enforced by reason of any rule of law or public policy, then, to
the extent permitted by law, all other preferences, rights,
voting powers, restrictions, limitations as to dividends,
qualifications, terms or conditions of redemption and other terms
of the Series B Preferred Stock which can be given effect without
the invalid, unlawful or unenforceable preference, right, voting
power, restriction, limitation as to dividends, qualification,
term or condition of redemption or other term of the Series B
Preferred Stock shall remain in full force and effect and shall
not be deemed dependent upon any other such preference, right,
voting power, restriction, limitation as to dividend
qualification, term or condition of redemption or other term of
the Series B Preferred Stock unless so expressed herein.
IN WITNESS WHEREOF, these Articles Supplementary have
been executed on behalf of the Corporation by its Chairman of the
Board of Directors and attested by its Secretary on the 27th day
of July, 1999.
Attest: SOVRAN SELF STORAGE, INC.
By: /s/ David L. Rogers By: /s/ Robert J. Attea
_________________________ ________________________
Name: David L. Rogers Name: Robert J. Attea
Title: Secretary Title: Chairman of the
Board of Directors
The undersigned, Robert J. Attea, Chairman of the Board
of Directors of Sovran Self Storage, Inc. (the "Corporation") who
executed on behalf of the Corporation the foregoing Articles
Supplementary, hereby acknowledges in the name and on behalf of
the Corporation the foregoing Articles Supplementary to be the
corporate act of the Corporation and hereby certifies, under
penalties of perjury, that the matters and facts set forth herein
with respect to the authorization and approval thereof are true
in all material respects.
By: /s/ Robert J. Attea
_____________________________
Robert J. Attea
Chairman of the
Board of Directors
<PAGE> - 15 -
